1.  We have audited the accompanying financial statements of the
 Oriental Bank of Commerce as at 31st March, 2011, which comprise the
 Balance Sheet as at 31st March, 2011 and the Profit and Loss account
 and the Cash Flow Statement for the year then ended and a summary of
 the significant accounting policies and other explanatory information.
 Incorporated in these financial statements are the returns of 20
 branches audited by us and 1355 branches audited by branch auditors.
 The branches audited by us and those audited by other auditors have
 been selected by the Bank in accordance with the guidelines issued to
 the Bank by the Reserve Bank of India. Also incorporated in the Balance
 Sheet and the Statement of Profit and Loss are the returns from 245
 branches which have not been subjected to audit.  These unaudited
 branches account for2.83% of advances, 3.24% of deposits, 2.14% of
 interest income and 2.61% of interest expenses.
 
 Managements Responsibility for the Financial Statements
 
 2.  Management is responsible for the preparation of these financial
 statements in accordance with the Banking Regulation Act, 1949. This
 responsibility includes the design, implementation and maintenance of
 internal control relevant to the preparation of the financial
 statements that are free from material misstatement, whether due to
 fraud or error.
 
 Auditors Responsibility
 
 3.  Our responsibility is to express an opinion on these financial
 statements based on our audit. We conducted our audit in accordance
 with the Standards on Auditing issued by the Institute of Chartered
 Accountants of India. Those Standards require that we comply with
 ethical requirements and plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free
 from material misstatement.
 
 4.  An audit involves performing procedures to obtain audit evidence
 about the amounts and disclosures in the financial statements. The
 procedures selected depend on the auditorsjudgement, including the
 assessment of the risks of material misstatement of the financial
 statements, whether due to fraud or error. In making those risk
 assessments, the auditor considers internal control relevant to the
 banks preparation and fair presentation of the financial statements in
 order to design audit procedures that are appropriate in the
 circumstances. An audit also includes evaluating the appropriateness of
 accounting policies used and the reasonableness of the accounting
 estimates made by management, as well as evaluating the overall
 presentation of the financial statements.
 
 5.  We believe that the audit evidence we have obtained is sufficient
 and appropriate to provide a basis for our audit opinion.
 
 Basis for Qualified Opinion
 
 6.  We draw attention to note no. 6 of Schedule -18 wherein the impact,
 if any, on account of balancing of books, confirmation/reconciliation
 and clearance of outstanding entries in certain accounts is not
 accounted for as the same is not ascertainable.
 
 Opinion
 
 7.  In our opinion, as shown by books of bank, and to the best of our
 information and according to the explanations given to us except for
 the effects of the matter described in the Basis for Qualified Opinion
 paragraph: -
 
 (i) the Balance Sheet, read with the notes thereon is a full and fair
 Balance Sheet containing all the necessary particulars, is properly
 drawn up so as to exhibit a true and fair view of state of affairs of
 the Bank as at 31st March, 2011, in conformity with accounting
 principles generally accepted in India;
 
 (ii) the Profit and Loss Account, read with the notes thereon shows a
 true balance of profit, in conformity with accounting principles
 generally accepted in India , for the year covered by the account; and
 
 (iii) the Cash Flow Statement gives a true and fair view of the cash
 flows for the year ended on that date.  Emphasis of Matter
 
 8.  Without qualifying our opinion, we draw attention to: -
 
 (i) Note no. 17(c) of schedule 18 regarding deferment of pension
 liability to the extent of Rs.683.60 Crores pursuant to exemption
 granted by the Reserve Bank of India to the public sector banks from
 application of the provisions of Accounting Standard (AS) 15, Employee
 Benefits vide its circular no. DBOD.BP.BC /80/21.04.018/2010-11 on
 Re-opening of Pension Option to Employees of Public Sector Banks and
 Enhancement in Gratuity Limits - Prudential Regulatory Treatment.
 
 (ii) Noteno.11 ofschedule 18 regarding the claim lodged by the bank
 with Government of India under Agricultural Debt Waiver and Debt Relief
 Scheme 2008.
 
 (iii) Note no. 19 of schedule 18 regarding inclusion of not readily
 realisable advances and not readily realisable assets pertaining to
 erstwhile global trust bank as part of assets of the bank, which was
 otherwise required to be taken on collection basis as per the scheme of
 amalgamation.
 
 (iv) Note no.4 of Schedule 18 regarding obtaining of permission from
 regulatory authority for proposed dividend for the financial year
 2010-11.  Report on Other Legal and Regulatory Requirements
 
 9.  The Balance Sheet and the Profit and Loss Account have been drawn
 up in Forms A and B respectively of the Third Schedule to the
 Banking Regulation Act, 1949.
 
 10.  Subject to the limitations of the audit indicated in paragraph 1
 to 5 above and as required by the Banking Companies
 
 (Acquisition and Transfer of Undertakings) Act, 1980, and subject also
 to the limitations of disclosure required therein, we report that:-
 
 (i) we have obtained all the information and explanations which, to the
 best of our knowledge and belief, were necessary for the purposes of
 audit and have found them to be satisfactory.
 
 (ii) the transactions of the Bank, which have come to our notice, have
 been within the powers of the Bank.
 
 (iii) the returns received from the offices and branches of the Bank
 have been generally found adequate for the purposes of our audit and
 where the particulars in the returns received were
 incomplete/inadequate, we have relied upon the information and
 explanations furnished by the Management.  
 
 11.  In our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow Statement comply with the applicable Accounting Standards.
 
 For V KRISHNAN & CO.,                  For S.P.MARWAHA & CO.,
 
 Chartered Accountants                   Chartered Accountants
 
 Firm Reg. No.: 001541-S               Firm Reg. No.: 000229-N
 
 (K.ULGANAATHAN SHANKAR)                        (M.L. JOTWANI)
 
 Partner                                              Partner
 
 M No.208480                                     M. No.009604
 
 For MANIAN & RAO                           For TEJ RAJ & PAL
 
 Chartered Accountants                  Chartered Accountants
 
 Firm Reg. No.: 001983-S              Firm Reg. No.: 304124-E
 
 (PARESH DAGA)                             (P. VENUGOPALA RAO)
 
 Partner                                              Partner
 
 M.No. 211468                                    M.No. 010905
 For AGIWAL& ASSOCIATES               For B. PURUSHOTTAM & CO.
 
 Chartered Accountants                  Chartered Accountants
 
 FirmReg.No.:000181-N                    FirmReg.No.:002808-S
 
 (P.C.AGIWAL)                                (B.S. PURSHOTHAM)
 
 Partner                                              Partner
 
 M.No. 080475                                    M.No. 026785